Turisthotel d d : Poziv na glavnu skupštinu 2022_EN

Based on Article 277 of the Companies Act ("Official Gazette" No. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19, 34/22, hereinafter: ZTD/CA), Article 18 of the Statute of the company TURISTHOTEL joint stock company for hospitality industry and tourism with a seat in Zadar, Obala kneza Branimira 6, OIB/PIN: 74204012744 (hereinafter: Company) and the Decision of the Management Board of the Company on calling a general meeting/assembly from 1 August 2022, the following is announced

INVITATION

TO THE SHAREHOLDERS OF THE COMPANY TURISTHOTEL d.d.

FOR GENERAL ASSEMBLY

We would like to inform the Company shareholders that the GENERAL ASSEMBLY will be held on 12 September 2022 in the Kolovare Hotel, in Zadar, Bože Peričića 14, starting at 12 o'clock.

The following agenda has been established for the General Assembly:

AGENDA:

1. Presentation of the annual financial statements for 2021 with the auditor's report and reports of the management board and supervisory board and, in connection with this:
2. 1. Use of the profit realised in 2021;
   2. Approving discharge to the members of the management board;
   3. Approving discharge to the members of the supervisory board;
3. Report on the remuneration of the members of the management board and supervisory board for 2021
4. Appointing the Company auditor
5. Amendment of the Statute

DECISION PROPOSALS

Based on Article 280 item 3 of ZTD, the management board and the supervisory board, and for item 4 only the supervisory board, propose that the General Assembly make the following decisions:

1.

a)

USE OF THE PROFIT

The profit of the Company of HRK 77,858,120.48 realised in 2021 shall be distributed so that the shareholders of the Company are paid the dividend of HRK 90.00 per share, i.e. a total of HRK 32,722,560.00, while the amount of HRK 45,135,560.48 will be allocated into the retained profits of the Company.

Entitled to the payment of the dividend are those shareholders who are registered at the Central Depository and Clearing Company as shareholders on the day when the General Assembly of the Company takes place, i.e. on

12 September 2022 (record date).

The first day from which it is traded without the right to dividend is 11 September 2022 (ex date). The dividend shall be paid on 19 September 2022 (payment date).

b)

DISCHARGE APPROVED TO THE MEMBERS OF THE MANAGEMENT BOARD

Discharge is approved (work approved) to the members of the management board for business management of the Company in 2021.

c)

DISCHARGE APPROVED TO THE MEMBERS OF THE SUPERVISORY BOARD

Discharge is approved (work approved) to the members of the supervisory board for performed supervision of the business management of the Company in 2021.

2.

REPORT ON THE REMUNERATION

OF THE MEMBERS OF THE MANAGEMENT AND THE SUPERVISORY BOARD

The Report on the remuneration of the members of the management board and supervisory board for 2021 with the audit report is approved.

3.

APPOINTING COMPANY AUDITOR

In order to audit the Company Turisthotel d.d., Zadar in 2022, ŠIBENSKI REVICON d.o.o., Šibenik, Stjepana Radića 44, OIB/PIN: 52321849300 is appointed as the auditor.

4.

STATUTE AMENDMENT DECISION

Based on the provisions of Article 275 item 1 point 6 and Article 301 of ZTD, the General Assembly of the Company makes the following

DECISION

on Statute Amendment

All the provisions of the valid Statute of the Company of 11 July 1995, as well as all the amendments of the Statute, shall be replaced with new ones so that the new text of the Statute reads as follows

S T A T U T E

TURISTHOTEL joint stock company for hospitality industry and tourism

(hereinafter: Company)

1. FIRM AND COMPANY SEAT

Article 1

The firm of the Company is:

TURISTHOTEL joint stock company for hospitality industry and tourism.

The Company also has the following abbreviated firm:

TURISTHOTEL d.d.

Article 2

The seat of the Company is in Zadar.

The business address at the seat of the Company shall be defined by the management with a previous approval of the supervisory board.

Article 3

The Company may have subsidiaries outside of the seat. A subsidiary may be founded with the decision of the management and with a previous approval of the supervisory board.

1. BUSINESS ACTIVITIES OF THE COMPANY Article 4

The Company performs the following activities:

1. Wholesale trade and mediation in trade, except for trading in motor vehicles and motorcycles
2. Retail trade; repair of household items

55 Hospitality industry

92.6 Sports activities

60.2 Other land transport

61.1 Transport by sea and in coastal region

63.3 Travel agency and tour operator activities

70.20 Renting of own real estate

71.40 Renting items for personal use and household d. n (not mentioned elsewhere).

74 Other business activities

1. Sports activities
2. Other recreational activities
   93 Other service activities
   * Representing foreign companies and mediation in foreign trade
   * Tourist activities
   * International transport of passengers and goods in international road and sea traffic
   * International traffic and agency activities
   * Tourist business abroad
   * Marine and technical services at sea and under the water (supply of platforms with food and other necessities for the crew)
   * Exchange business
   * Trade with medicines, weapons, ammunition, explosives and poisons is EXCLUDED
   * Legal and auditing business, urban and spatial planning and designing, measuring and mapping of land is EXCLUDED.

• Construction, designing, supervision, performance of artisan works, installation and final works in construction
• Private protection activities
• Providing services in measuring the terrain and collecting data with the creation of parcellation and other geodetic surveying serving for the maintenance of the land registry, real estate register and geodetic surveys for individual implementation of cadastral plots in land registries into cadastral plots in real estate registry
• Creation of surveying projects (if, within the project, studies are created for the maintenance of the land registry and real estate registry)
• Providing other surveying services for the needs of the land registry and real estate registry
• Providing surveying services in performing terrain measurements and infrastructure cadastre
• Services in technical management of the infrastructure cadastre for the needs of the local self- government unit
• Providing other surveying services for the needs of the infrastructure cadastre
• Providing surveying services for the needs of the building cadastre
• Providing services in creating surveying basics for the needs of the creation of documents and acts in spatial planning and providing other surveying services for the needs of spatial planning
• Providing services in creating surveying basics for the needs of designing in construction
• Service in designing, establishment and creation of studies in operational surveying basics
• Service of creating a layout drawing of the actual condition of the terrain before construction
• Service of creating a survey design
• Service of staking out and creating a study for the staking out of the structure
• Service of creating a surveying situation drawing of a built structure
• Service of surveying monitoring of the structure under construction and monitoring of moving the structure in its maintenance with the creation of appropriate studies
• Providing other surveying services for construction needs
• Providing surveying services and creation of an opinion and expertise necessary for making decisions in legal and judicial procedures
• Accounting business
• Office, administrative and auxiliary activities
• Production of baked and flour products and cakes
• Information society services
• Transport for own needs
• Service activities in landscaping and landscape maintenance
• Agricultural activities
• Ecological production, processing, distribution, import and export of ecological products
• Growing and processing aromatic and medicinal herbs
• Production, processing, packaging, sealing and marking seeds and placing the seeds on the market
• Production, packaging, sealing and marking planting material and placing the planting material on the market
• Production of food products
• Production and breeding animals fit for breeding
• Waste management
• Cleaning activities
• Rental of recreational and sports equipment services to tourists
• Providing training in equestrian sports and recreational horseback riding
• Creation of all types of projects to attract means from EU funds
• Activities in production, marketing and use of chemicals
• Providing audio and/or audio-visual media services activities

• Activities in providing electronic publication services
• Activities in performing audio-visual and radio programmes
• Activities in providing TV and/or radio media services
• Information society services
• Audio-visualproduction activities
• Trading in audio-visual work
• Public presentation of audio-visual work
• Complementary audio-visual activities
• Sale of publishing space intended for promotional messages and other audio-visual commercial communication
• Sale of radio, audio-visual and multimedia programme
• Production and sale of sound and image carriers
• Publishing activity
• Preparation and creation of printing format
• Bookbinding and final works
• Photo activities
• Translation services
• Promotion (advertising and commercials)

III. REPRESENTATION OF THE COMPANY

Article 5

A member of the management represents the Company jointly with another member of the management or together with one procurator. If only one member of the management has been appointed, he then represents the Company independently and individually.

The procurator represents the Company together with one member of the management.

Article 6

The Company may give a power of attorney. The decision on giving a power of attorney is made by the management with the previous approval of the supervisory board.

IV. FOUNDERS EQUITY AND SHARES

Article 7

The founder equity of the Company is HRK 212,718,480.00 (in words: two hundred and twelve million seven hundred and eighteen thousand four hundred and eighty).

Article 8

The founder equity of the Company is divided into 366,756 (in words: three hundred and sixty six thousand seven hundred and fifty six) regular shares registered in the owner's name, without a nominal amount.

Approved Founders Equity

Article 9